Directors Report of SG Finserve Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the Thirty-first (31 st) Annual Report, together with the Audited Financial Statement of the
Company for the Financial Year ended March 31,2025 ("FY 2025").

FINANCIAL PERFORMANCE

The Company''s financial performance for the year under review along with the previous year''s figures is given hereunder:

A Summary of the Company''s Financial Performance for the FY 2025 is as follows.

Particulars	March 31, 2025	March 31, 2024
Revenue from operation	17103.83	18971.94
Other Income	0.00	0.00
Total Revenue	17103.83	18971.94
Profit before Finance cost, Depreciation and Tax	14264.02	16915.88
Finance Cost	3197.53	6395.76
Depreciation	50.54	17.14
Profit before tax	11015.95	10502.98
Less: Tax	2916.93	2644.49
Profit for the year	8099.02	7858.49

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S
AFFAIRS

During the year under review, your Company achieved Total
Revenue and Net Profit of H 17,103.83 lakh and H 8,099.02 lakh
respectively as against Total Revenue and Net Profit of H 18,971.94
lakh and 7858.49 lakh respectively during the previous financial
year ended March 31,2024.

RBI REGULATIONS- CHANGE IN CLASSIFICATION AND
REGULATORY STRUCTURE OF THE COMPANY

During the financial year, the Company successfully filed an
application with the Reserve Bank of India (RBI) for conversion
from a Non-Banking Financial Company (NBFC) - Type I to
NBFC - Type II. The RBI, after due consideration, granted a new
Certificate of Registration dated October 3, 2024. Pursuant to
this, the Company is now registered as a Non-Banking Financial
Company - Investment and Credit Company (NBFC-ICC) -
Type II. This certification authorizes the Company to undertake
business and operations as an Investment and Credit Company in
accordance with applicable RBI regulations and guidelines.

Master Direction - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023

As per the Master Directions, regulatory structure for NBFCs shall
comprise of four layers based on their size, activity, and perceived
riskiness. NBFCs in the lowest layer shall be known as NBFC - Base
Layer (NBFC-BL). NBFCs in middle layer and upper layer shall be
known as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper Layer
(NBFC-UL), respectively. RBI may, based on the size of an NBFC,
classify some of them as NBFC- Top Layer.

In line with this framework and based on the Company''s asset
size exceeding ?1,000 crore during the year, the Company has
been reclassified from the Base Layer to the Middle Layer of

the regulatory structure. This transition subjects the Company
to enhanced regulatory requirements in terms of governance,
risk management, and compliance, as stipulated under the
SBR framework.

DIVIDEND

Keeping in view the need to augment the resources of the
company for future, your directors do not recommend the
payment of dividend for the FY 2024-25.

Pursuant to Regulation 43A of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (as amended), the
Company has Dividend Distribution policy. During the year,

there have been no changes to the policy. Hence, the same is not
annexed to this report, as the same is available on our website at
https://www.sgfinserve.com/static/media/Dividend Distribution
Policy.pdf

LISTING OF SECURITIES
a) Non-convertible Debentures (NCDs): -

The equity shares of the Company continue to be listed on BSE
Limited, and the annual listing fees for the financial year 2024-25
have been duly paid.

During the year under review, the Board of Directors, at its
meeting held on December 24, 2024, approved the issuance of
Non-Convertible Debentures (NCDs). Pursuant to this approval,
the Finance Committee, in its meeting held on the same day,
authorized the allotment of 5,000 secured, rated, listed, and
redeemable NCDs of face value HI ,00,000/- each, aggregating
to H 50 crores, on a private placement basis. This issuance was
carried out in accordance with the In-principle listing approval
granted by BSE Limited vide its letter dated January 29, 2025.

ALLOTMENT DETAILS

Allotment date	Issue Opening and	No of Securities	Nature of Securities	Name of the
	closing date	allotted	allotted	allottee
10-02-2025	07-02-2025 to 07-02Â¬ 2025	5000	Non - convertible securities	AU Small Finance Bank

b) Listing of Equity Shares on National Stock Exchange (NSE)

As on the date of this report, the Company has submitted an
application to the National Stock Exchange of India Limited (NSE)
seeking approval for the listing and trading of its 5,58,95,000
equity shares of face value H 10/- each, which is currently
under review.

ANNUAL RETURN

In accordance with the provisions of Section 134 (3)(a) of the
Companies Act, 2013, the draft Annual Return, as required under
Section 92 of the Act for the financial year 2024-25, is available on
the Company''s website at https://www.sgfinserve.com/annual-
return

MANAGEMENT''S DISCUSSION AND ANALSYS

The report on Management Discussion and Analysis as required
under Regulation 34 and schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") is presented in a separate section, forming
an integral part of this Annual Report. Certain statements in
the report may be forward-looking. Many factors may affect the
actual results, which could be different from what the Directors
envisage in terms of future performance and outlook.

PUBLIC DEPOSITS

The Company has not invited or accepted any public deposit
during the year under review.

TRANSFER OF RESERVE FUND

Under section 45-IC (1) of Reserve Bank of India (''RBI'') Act, 1934,
non-banking financial companies (''NBFCs¹) are required to
transfer a sum not less than 20% of its net profit every year to
reserve fund before declaration of any dividend. Accordingly, SG
Finserve Ltd. (the ''Company, or ''SGFL'') has transferred a sum of H
1,987.10 Lakhs to its reserve fund.

SHARE CAPITAL STRUCTURE

Share Capital	Amount in T
Authorized Share Capital (7,00,00,000 Equity Shares of H 10 each)	70,00,00,000
Issued, Subscribed and Paid-up share Capital (5,58,95,000 Equity Shares of H 10 each )	55,89,50,000

CHANGES IN SHARE CAPITAL AND MEMORANDUM OF
ASSOCIATION

During the year the authorized capital of the Company stood
increased from H 60,00,00,000 (Sixty Crore) to H 70,00,00,000
(Seventy Crore) divided into 7,00,00,000 equity shares of H 10
each, pursuant to the approval granted by the members via
postal ballot dated October 05, 2024.

The paid-up equity share capital as on March 31, 2025 was
H 55,89,50,000.

During the year, the allotment committee of the board of
directors, at its meeting held on June 07, 2024, allotted 9,16,000
equity shares of face value of H 10/- each pursuant to conversion
of 9,16,000 warrants *(the details of which are stated below)
which led to the increase in the paid-up share capital.

*The company has converted the following Fully Convertible
Warrants into an equivalent number of equity shares.

No.

Particulars

No. of

warrants

allotted

No. of warrants
converted into
equity shares

Price of
warrants

(in D)

Fully Convertible
Warrants

9,16,000

200

The Company has not issued shares with differential voting rights,
sweat equity shares and bonus Shares.

The Company has allotted One Crore Warrants fully
convertible into equity shares of the Company at price of
D450/- to promoters and Public whose 25% of money has
been received as stated below: -

Sr. No.	Name of Proposed Allottees	Category	No. of warrants
1.	Shri Rohan Gupta	Promoter	50,77,778
2.	Kitara PIIN 1103	Non-Promoter	20,00,000
3.	Shri Ashish Ramesh Chandra Kacholia	Non-Promoter	11,11,111
4.	RBA Finance and Investment Company	Non-Promoter	11,11,111
5.	Marigold Partners	Non-Promoter	3,00,000
6.	AGDG Enterprises LLP	Non-Promoter	2,00,000
7.	Anubhav Gupta Enterprises LLP	Non-Promoter	2,00,000
	Total		1,00,00,000

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES

The Company did not have any Subsidiary/Joint Venture/
Associate Companies during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company, being an NBFC registered with the RBI is exempt
from complying with the provisions of Section-186 of the Act
with respect to loans, guarantees and investments. Accordingly,
the Company is exempt from complying with the requirements to
disclose in the financial statement the full particulars of the loans
given, investment made or guarantee given or security provided.

CUSTOMER ENGAGEMENT

Customer engagement and experience are core pillars of our
organization, and we are dedicated to upholding customer
fairness in both letter and spirit across all our actions. Proactive
engagement empowers institutions to gain meaningful insights,
manage risks effectively, ensure compliance, and seamlessly
adopt new technologies. In today''s dynamic environment,
prioritizing customer experience is vital for staying competitive,
fostering strong relationships, and driving sustainable success.

To strengthen the customer engagement and monitoring process,
the Board has constituted a Customer Service Committee.

The Composition is as follows:-

S. no	Name of Member	Category
1.	Sahil Sikka	Chairman
2.	Ankush Aggarwal	Member
3.	Anshul Manchanda	Member

FRAUD MONITORING AND REPORTING

RBI vide Master Directions on Fraud Risk Management in NonÂ¬
Banking Financial Companies (NBFCs) dated 15 July 2024, has
amended the fraud monitoring framework for NBFCs. In terms of
the same, the Company has constituted a special committee of
the Board titled "Special Committee for Monitoring and follow up
of cases of fraud" (hereinafter referred as ''FMC''). The Composition
is as follows: -

S. no	Name of Member	Category
1.	Ankush Aggarwal	Chairman
2.	Rohan Gupta	Member
3.	Abhishek Mahajan	Member
4.	Sanjay Rajput	Member

The Committee, inter alia, will oversee the effectiveness of the
fraud risk management and review and monitor cases of frauds,
including root cause analysis and suggest mitigating measures for
strengthening the internal controls, risk management framework
and minimizing the incidence of frauds.

PARTICULARS OF REMUNERATION

Disclosure of ratio of the remuneration of the Executive Director
to the median remuneration of the employees of the Company
and other requisite details pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended, is annexed to this report as Annexure ''A''.
Further, particulars of employees pursuant to Rule 5(2) & 5(3) of
the above Rules form part of this report. However, in terms of the
provisions of section 136 of the said Act, the report and accounts
are being sent to all the members of the Company and others
entitled thereto, excluding the said particulars of employees. Any
member interested in obtaining such particulars may write to the
Company Secretary/Compliance Officer. The said information is
available for inspection at the registered office of the Company
during working days of the Company up to the date of the
ensuing annual general meeting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) &
SENIOR MANAGERIAL PERSONNEL (SMP)

As on March 31,2025, the Company had six Directors on its Board,
all six were Non- Executive Directors. Out of six Non-Executive
Directors, five were Independent Directors.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies
Act, 2013 and Rules made thereunder and pursuant to Articles of
Association of the Company, Shri Rohan Gupta (DIN: 08598622)
Director of the Company, is liable to retire by rotation at the
ensuing AGM and being eligible, offer himself for re-appointment.
The Board of Directors recommends his re-appointment for
the consideration of the members of the Company at the
ensuing AGM.

CHANGE IN DIRECTORATE DURING FY 2024-25

1. Cessation of Directors

During the financial year 2024-25, the following Directors
ceased to hold office:

â¢ Shri Rahul Gupta (DIN: 07151792), Non-Executive
Director, tendered his resignation effective August
06, 2024.

â¢ Shri Anil Kumar Bansal (DIN: 06752578), Independent
Director, also resigned with effect from August 06, 2024.

The Board of Directors took note of the above resignations at
its meeting held on September 05, 2024.

â¢ Shri Sekhar Srinivasan (DIN: 10521491), who was
appointed as Additional Independent Director for a
term of three years, effective October 16, 2024, through
a resolution passed by circulation, resigned with effect
from the close of business hours on November 19,
2024. The Board noted his resignation in its meeting
held on December 24, 2024.

The Board places on record its sincere appreciation for
the valuable contributions made by Shri Rahul Gupta, Shri
Anil Kumar Bansal, and Shri Sekhar Srinivasan during their
respective tenures as Directors of the Company.

2. Appointment of Directors

The following appointments to the Board were made during
the year:

â¢ Shri Sekhar Srinivasan (DIN: 10521491), appointed
as Additional Independent Director for a term of three
years, effective October 16, 2024, through a resolution
passed by circulation.

â¢ Shri G. Jaganmohan Rao (DIN: 06743140) appointed
as Additional Independent Director for a term of three
years, effective October 16, 2024, through a resolution
passed by circulation.

â¢ Shri Rakesh Sharma (DIN: 06695734) was appointed
as an Additional Independent Director for a term of
three years, effective November 19, 2024, also through
a resolution passed by circulation.

In accordance with MCA Circular No. 09/2023 dated
September 25, 2023, read with related circulars, the
Company sought approval of the shareholders via Postal
Ballot dated November 30, 2024, for regularizing the
appointments of Shri G. Jaganmohan Rao and Shri Rakesh
Sharma as Independent Directors. The results were declared
on December 31, 2024, and both appointments were
approved by Special Resolution.

3. Change in Key Managerial Personnel (KMP)

There were no changes in the Key Managerial Personnel of
the Company during the financial year 2024-25.

4. Appointment of Senior Managerial Personnel

In line with the Reserve Bank of India (RBI) Circular No. DoS.
CO.PPG. /SEC.01/11.01.005/2022-23 dated April 11, 2022,
the Board appointed Shri Vivekanand Tiwari as the Chief
Compliance Officer (CCO) of the Company for a period of
three years, effective October 18, 2024, through a resolution
passed by circulation. He has also been designated as a
Senior Management Personnel.

This appointment underscores the Company''s commitment
to strengthening its compliance function and ensuring
adherence to the evolving regulatory landscape in the
financial services sector.

CORPORATE GOVERNANCE REPORT

Pursuant to the SEBI Listing Regulations, a separate Annexure
titled ''Corporate Governance Report'' as Annexure "B" has been
included in this Annual Report, along with the reports on
Management Discussion and Analysis and General Shareholder
Information.

The CEO and the Chief Financial Officer, have certified to the
Board with regard to the financial statements and other matters
as specified under the SEBI Listing Regulations.

A certificate from the statutory auditors of the Company regarding
compliance of conditions of corporate governance is annexed to
this Report.

CODE FOR PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Board of
Directors of the Company has adopted (i) the code of practices
and procedures for fair disclosure of unpublished price sensitive
information and (ii) the code of conduct to regulate, monitor and
report trading by insiders, in terms of the said Regulations.

MATERIAL CHANGES AND COMMITMENTS

Except as stated below, there have been no material changes and
commitments affecting the financial position of the Company
that have occurred between the end of the financial year and the
date of this Report.

During the financial year, the Company successfully filed
an application with the Reserve Bank of India (RBI) for the
reclassification of its status from a Non-Banking Financial
Company (NBFC) - Type I to NBFC - Type II. Upon due evaluation,
the RBI granted its approval and issued a new Certificate
of Registration dated October 03, 2024. Consequently, the
Company is now registered as a Non-Banking Financial Company
- Investment and Credit Company (NBFC-ICC) - Type II, enabling
it to undertake a broader range of investment and credit activities
in accordance with the applicable regulatory framework and
guidelines prescribed by the RBI.

In addition to the above, the Company successfully issued its first
tranche of listed, secured Non-Convertible Debentures (NCDs)
during the year. The date of allotment of these NCDs was October
10, 2025, and the securities were listed on the stock exchange
on February 12, 2025. This issuance represents a significant
milestone in the Company''s efforts to diversify its funding sources
and strengthen its capital structure in support of future growth
and lending activities.

Pursuant to this, the Company is now registered as a Non-Banking
Financial Company - Investment and Credit Company (NBFC-
ICC) - Type II. This revised classification authorizes the Company
to carry on the business and operations of an Investment and
Credit Company in compliance with the applicable regulatory
framework, guidelines, and directions prescribed by the RBI.

Further, as on the date of this report, the Company has submitted
an application to the National Stock Exchange of India Limited (NSE)
seeking approval for the listing and trading of its 5,58,95,000 equity
shares of face value H 10/- each, which is currently under review.

BOARD AND COMMITTEES'' MEETINGS

The Board meets at regular intervals to, inter-alia, discuss the
Company''s policies and strategies apart from other Board matters.
The Tentative Annual Calendar of the Board and Committee
Meetings is circulated to enable the Directors to plan their schedule
and to ensure participation in the meetings. The notice for the
Board/Committees Meetings is also given in advance to all the
Directors.

DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted a declaration of
independence, stating that they meet the criteria of independence
provided under section 149(6) of the Act read with regulation 16
of the SEBI Listing Regulations, as amended. The independent
directors have also confirmed compliance with the provisions
of rule 6 of Companies (Appointment and Qualifications of
Directors) Rules, 2014, as amended, relating to inclusion of their
name in the databank of independent directors.

The Board took on record the declaration and confirmation
submitted by the Independent Directors regarding them meeting
the prescribed criteria of independence, after undertaking
due assessment of the veracity of the same in terms of the
requirements of Regulation 25 of the SEBI Listing Regulations.

Further, in the opinion of the Board, the independent Directors of
the Company possess the requisite expertise, skills and experience
(including the proficiency) and are persons of high integrity and
repute as well as are independent of the management.

CORPORATE POLICIES

We seek to promote and follow the highest level of ethical
standards in our business transactions. The SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015

mandated the formulation of certain policies for all listed
companies. All the policies are available on the website of the
Company at https://www.sgfinserve.com/policy

The Board periodically reviews the policies and updates them as
required, in line with revisions needed to comply with applicable
guidelines.

THE KEY POLICIES ARE AS FOLLOWS:

I. Nomination and Remuneration Policy

In accordance with the provisions of section 134 (3) (e) of
the Companies Act, 2013 read with Section 178 (4) and
Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your company has
adopted the policy on appointment of Directors and Senior
Management and succession planning for orderly succession
to the Board and the Senior Management, which inter - alia
includes the criteria for determining qualifications, positive
attributes and independence of directors.

Your company has also adopted policy on remuneration of
Directors, Key Managerial Personnel and Employees of the
company in accordance with the provisions of sub section
(4) of section 178. The Policy is available on the Company''s
website https://www.sgfinserve.com/policy

II. Risk Management Policy

Your company has a comprehensive Risk Management
Policy in place and laid down a well-defined risk
management framework to identify, assess and monitor
risks and strengthen controls to mitigate risks. Major risks
identified by the business and functions are systematically
addressed through mitigating actions on a continuing
basis. The Policy is available on the Company''s website
https://www.sgfinserve.com/policy

III. Whistle Blower Policy - Vigil Mechanism

The company promotes ethical behavior in all its business
activities and has established a vigil mechanism for its
directors, employees and stakeholders associated with
the company to report their genuine concerns. The Vigil
Mechanism as envisaged in the Companies Act, 2013 and
the Rules prescribed there under and the Listing Regulation
is implemented through the Whistle Blower Policy, to
provide for adequate safeguards against victimization of
persons who use such mechanism and make provision for
direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the
Company, the Employees, Directors, or any Stakeholders
associated with the Company are free to report illegal or
unethical behavior, actual or suspected fraud or violation of
the Company''s Codes of Conduct or Corporate Governance
Policies or any improper activity to the Chairman of the Audit
Committee of the Company or Chairman of the Company.

The Whistle Blower Policy provides for protected disclosure
and protection to the Whistle Blower. Under the Whistle
Blower Policy, the confidentiality of those reporting
violation(s) is protected and they are not subject to any
discriminatory practices. The Whistle Blower Policy has
been appropriately communicated within the Company
and is available on the Company''s website https://www.
sgfinserve.com/policy

IV. Corporate Social Responsibility (CSR) Policy

At SG Finserve, we believe in inclusive growth and
sustainable development. Guided by our Corporate Social
Responsibility (CSR) Policy and in alignment with Section
135 of the Companies Act, 2013, we remain committed
to making a positive impact on society. Our flagship CSR
initiative, "Vidyadhara", continues to focus on supporting
underprivileged children by providing them access to basic
educationâempowering young minds and laying the
foundation for a brighter future.

During the financial year 2024-25, the Company did not
incur direct expenditure on CSR activities. However, in
accordance with the statutory requirement under Section
135(6) of the Act, an amount of Â§91.01 lakhs was transferred
to the Unspent CSR Account on April 23, 2025. This amount
pertains to our ongoing CSR commitments and has been
allocated to ensure the continuity and effectiveness of the
"Vidyadhara" project.

As per the applicable regulations, the Company is required
to spend at least two percent of the average net profits of
the last three financial years on CSR initiatives. Based on
our net profits for FY 2022-23, 2023-24, and 2024-25, the
average net profit stands at Â§8,006.89 lakhs, resulting in a
CSR obligation of Â§160.13 lakhs for the year under review.

The Company remains fully compliant with the CSR
provisions of the Companies Act, 2013 and is actively
assessing opportunities to expand its impact. In addition
to continuing "Vidyadhara," we are also exploring new
CSR avenues to diversify our efforts and reach a broader
segment of society. These initiatives will be evaluated and
aligned with the CSR Policy in the coming months.

The Annual Report on CSR activities for the financial year
2024-25, detailing the objectives, implementation, and
outcomes of our CSR initiatives, is annexed to this report as
Annexure ''C The CSR Policy is available on our website and
can be accessed at: https://www.sgfinserve.com/csr-initiative

AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND AUDITORS'' REPORT

The members of the Company in 29th Annual General
Meeting held on 26th September, 2023 had appointed
M/s AKGVG & Associates, Chartered Accountants (Firm

Registration Number: 018598N) as the Statutory Auditors
of the Company, to hold office from the conclusion of the
29th Annual General Meeting until the conclusion of the
33rd Annual General Meeting of the Company to be held in
year 2027.

The Auditor''s Reports on the Financial Statements for the
financial year ended March 31, 2025 does not contain any
qualification, reservation or adverse remark requiring any
explanations / comments by the Board of Directors.

The Notes to Accounts referred to in the Auditors'' Report are
self- explanatory and do not call for any further comments.

Further, based on the recommendation of the Audit
Committee and subject to the approval of the shareholders
at the ensuing Annual General Meeting, the Board of
Directors at its meeting held on July 22, 2025, has approved
the appointment of M/s S.P. Chopra & Company, Chartered
Accountants (Firm Registration Number: 000346N), as the
Statutory Auditors of the Company for a period of three
consecutive years from the conclusion of the 31st Annual
General Meeting until the conclusion of the 34th Annual
General Meeting to be held in the year 2028, in place of M/s
AKGVG & Associates, who will be resigning effective from
the conclusion of the 31st AGM.

B. INTERNAL AUDITORS

In terms of Section 144 of Companies Act, 2013 and
regulation 48 of Scale Based Regulation, 2023, the Company
had appointed Sh. Prince Kumar Shukla as Internal Auditor of
the Company to carry out the Internal Audit in consultation
with Ernst & Young (EY) of various operational areas of
the Company.

C. SECRETARIAL AUDITORS

The Board of the Directors of the Company had appointed
M/s Kuldeep Dahiya & Associates, Company Secretaries
(Membership No.: 34404 and C.P.No.:18930) to conduct the
Secretarial Audit of the Company pursuant to the provision of
Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014. In accordance with the provisions of sub - section
(1) of Section 204, the Secretarial Audit Report for the financial
year 2024-25 is appended to this report as Annexure D. The
same does not contain any adverse remark or disclaimer.

Pursuant to Regulation 24A (2) of the SEBI Listing Regulations,
a report on Secretarial Compliance has been issued by Anjali
Yadav & Associates for the financial year ended 31 March
2025 and the same is submitted to stock exchanges. There
are no observations, reservations or qualifications in the
said report. The report will be made available on the website
of the Company at https://www.sgfinserve.com/secretarial

The Secretarial Auditor''s Report for the financial year
ended March 31, 2025 does not contain any qualification,
reservation or adverse remark requiring any explanations /
comments by the Board of Directors.

Further, based on the recommendation of the Audit
Committee and subject to the approval of the shareholders
at the ensuing Annual General Meeting, the Board of
Directors has approved the appointment of M/s Parikh
& Associates, Company Secretaries (Firm Registration
Number: P1988MH009800) as the Secretarial Auditors of the
Company for a term of five consecutive years, commencing
from the conclusion of the 31st Annual General Meeting
until the conclusion of the 36th Annual General Meeting of
the Company to be held in the year 2030.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financials control
with reference to financial statements, commensurate with the
size, scale, and complexity of its operation to ensure that all assets
are safeguarded and protected against loss from unauthorized
use or disposition and those transactions are authorized recorded
and reported correctly.

Reasonable Financial Controls are operative for all the business
activities of the company and no material weakness in the design
or operation of any control was observed.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Board of Directors affirms that the Company has complied
with the requirements prescribed under the Secretarial Standards
on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) read with the MCA Circulars.

COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for
all Board members and senior management personnel which
is available on the website of the Company i.e. https://www.
sgfinserve.com/invester The Company has received confirmations
from all the Board members and senior management personnel
regarding compliance of the Code during the year under review.
A declaration signed by the CFO is attached as ''Annexure F''

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING (BRSR)

Pursuant to amendment in SEBI Listing Regulations, top 1,000
listed entities based on market capitalization are required to
submit a BRSR with effect from FY2023.

The Company has adopted a Policy on BRSR. A detailed BRSR in
the format prescribed by SEBI along with the report of BRSR will
be hosted on Company''s website and can be accessed at https://
www.sgfinserve.com/investor

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE INCOME/ OUTFLOW

As the company is not engaged in the manufacturing activity, the
prescribed information regarding compliance of rules relating to
the conversation of Energy and Technology absorption pursuant
to section 134 (3)(m) of the Companies Act, 2013, read with Rule
- 8 (3) of the Companies (Accounts) Rules, 2014 is not provided.
The Company does not have any Foreign Exchange Earnings and
outgo in the year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH
RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on materiality
of Related Party Transactions and Dealing with Related Party
Transactions and it can be accessed on the Company''s website at
https://www.sgfinserve.com/policy

During the year under review, all related party transactions
entered into by the Company, were approved by the Audit
Committee and were at arm''s length and in the ordinary course
of business. Prior omnibus approval of the Audit Committee
was obtained for the transactions which are of a foreseen and
repetitive nature.

During the financial year, the Company had entered into any
contract/ arrangement/transaction with related parties which
could be considered material in accordance with the policy of the
Company on materiality of related party transactions. Accordingly,
the disclosure of Related Party Transactions as required under
Section 134 (3) (h) of the Act in Form AOC-2 is not applicable.

Details of related party transactions entered into by the Company,
in terms of Ind AS-24 are mentioned in Note No. 29 of the notes
forming part of the Standalone financial statements

ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

The Reserve Bank of India (RBI), vide its letter dated October
14, 2024, imposed a monetary penalty of Â§28,30,000 (Rupees
Twenty-Eight Lakhs and Thirty Thousand only) on the Company
for non-compliance with certain conditions of the Certificate of
Registration (CoR).

The Company has duly paid the said penalty on October 14,
2024. This payment does not have any material impact on the
Company''s going-concern status or its future operations.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) and 134 (5) of
the Companies Act, 2013 with respect to Directors responsibility
statement, the Directors of the company hereby confirm that:

i) In preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards have
been followed along with proper explanation relating to
material departures.

ii) The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give true
and fair view of the state of affairs of the company at the
end of financial year and of the profit of the company for
that period.

iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.

iv) Directors have prepared the annual accounts on a going
concern basis.

v) The Directors have laid down internal financial controls as the
company that are adequate and were operating effectively.

vi) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company continues to view its employees as a key driver of
growth and long-term success. To attract, retain, and motivate
talent, particularly in light of its transition to a Mid-Layer NonÂ¬
Banking Financial Company (NBFC), the Company has placed
emphasis on providing meaningful and performance-linked
incentives. Employee stock option schemes serve as a strategic
tool in aligning employee interests with the Company''s objectives
and fostering a sense of ownership among the workforce.

During the year under review, all 10,00,000 (Ten Lakh) options
under the Moongipa Securities Limited Employee Stock Option
Scheme, 2022 (ESOS 2022), previously approved by the Members
and implemented in accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, have
been granted to eligible employees. There has been no material
modification in the ESOS 2022 during the financial year.

Further, a certificate from the Secretarial Auditors of the Company
confirming that the existing ESOS 2022 is being implemented
in accordance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 and the resolution passed
by the Members shall be made available for inspection at the
AGM. A detailed statement containing disclosures as required
under Regulation 14 of the aforesaid SEBI Regulations, as on
March 31, 2025, is also hosted on the Company''s website at
https://www.sgfinserve.com/

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

No amount was lying unpaid or unclaimed for a period of seven
years. Therefore, no funds were required to be transferred to
Investor Education and Protection Fund (IEPF).

CASH FLOW STATEMENT

The cash flow Statement for year ended March 31, 2025 is in
conformity with the provisions of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations
2015 with the Stock Exchanges in India, is annexed herewith.

DETAILS OF FRAUD, IF ANY REPORTED BY AUDITORS (OTHER
THAN REPORTABLE TO CENTRAL GOVERNMENT)

No fraud / misconduct was detected at the time Statutory Audit
by Auditors of the Company for the financial year ended on March
31,2025.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has complied with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and has in place a Policy on Prevention of
Sexual Harassment at the Workplace in line with the provisions
of the said Act and an Internal Complaints Committee has
also been set up to redress complaints received regarding
Sexual Harassment.

Particulars	Status
Number of Complaints received during the year (2024-25	0
Number of Complaints disposed of during the year (2024-25)	Not Applicable
Number of cases pending for more than 90 days	NIL

MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of
Maternity Benefit Act, 1961.

RBI GUIDELINES

The Company continues to fulfill all the norms and standards laid
down by the RBI pertaining to Non-Performing Assets, Capital
Adequacy, Statutory Liquidity Assets, etc. As against the RBI norm
of 15%, the Capital Adequacy Ratio of the Company was 43.46% as
on 31 March 2025. In line with the RBI guidelines for Asset Liability
Management (ALM) system for NBFCs, the Company has an Asset
Liability Management Committee, which meets Quarterly in a
year to review its ALM risks and opportunities.

The Company is in compliance with the Governance Guidelines as
specified under Master Direction - Reserve Bank of India (Non-Banking
Financial Company - Scale Based Regulation) Directions, 2023.

OTHER DISCLOSURES AND REPORTING

Your Directors state that no disclosure or reporting is required
with respect to the following items as there were no transactions
on these items during the year under review:

1. Change in the nature of business of the Company.

2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

3. Any remuneration or commission received by Managing
Director of the Company, from any of its subsidiary.

4. Issue of shares (including sweat equity shares) to employees
of the Company under any scheme save and except ESOS
referred to in this report.

5. Significant or material orders passed by the regulators or
courts or tribunal which impacts the going concern status
and company''s operations in future.

6. Material changes affecting the financial position of the
Company which have occurred between the end of the
financial year of the Company and the date of the Report.

7. The details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end of
the financial year.

8. The Company has not accepted any fixed deposits under
Chapter V of the Companies Act, 2013 and as such no
amount of principal and interest were outstanding as on 31
March 2025.

9. The details of difference between amount of the valuation
done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.

10. The provisions of section 148 of the Act, are not applicable
to the Company. Accordingly, there is no requirement of
maintenance of cost records as specified under sub-section
(1) of section 148 of the Act.

11. Details as required under the provisions of section 197(12)
of the Companies Act, 2013, read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, containing, inter alia,
ratio of remuneration of Directors and KMP to median
remuneration of employees and percentage increase in the
median remuneration are annexed to this Report.

12. Details as required under the provisions of section 197(12)
of the Act read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, will be made available to any
member by way of email upon request, as per provisions of
section 136(1) of the said Act.

13. Pursuant to RBI Master Direction-Information Technology
Framework for the NBFC sector, the Company has
constituted an IT Strategy Committee to review the IT
strategies in line with the corporate strategies, board policy
reviews, cyber security arrangements and any other matter
related to IT governance

GREEN INITIATIVE

Your Company has taken the initiative of going green and
minimizing the impact on the environment. The Company has
been circulating the copy of the Annual Report in electronic
format to all those Members whose email address is available
with Company. Your Company would encourage other Members
also to register themselves for receiving Annual Report in the
electronic Report form.

ACKNOWLEDGEMENT

The Board of Directors places its gratitude and appreciation for
the support and cooperation from its members, the RBI and other
regulators, banks and financial institutions.

The Board of Directors also places on record its sincere
appreciation for the commitment and hard work put in by the
employees of the Company and thanks them for yet another
excellent year of performance.

For & On behalf of the Board of Directors

Sd/-

Rohan Gupta

Director
DIN:08598622

Sd/-

Asha Anil Agarwal

Place: Kaushambi Director

Date: July 22, 2025 DIN: 09722160

Mar 31, 2024

Your directors have pleasure in presenting the Thirtieth (30^th) Annual Report, together with the Audited Financial Statement of the Company for the Financial Year ended March 31, 2024 ("FY 2024").

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

A Summary of the Company''s Financial Performance for the FY 2024 is as follows.

(Amount in Hlakh)

Particulars	March 31, 2024	March 31, 2023
Revenue from operation	18,971.94	4,144.88
Other Income	0.00	51.30
Total Revenue	18,971.94	4,196.18
Profit before Finance cost, Depreciation and Tax	16,915.88	3,346.73
Finance Cost	6,395.76	841.97
Depreciation	17.14	3.04
Profit before tax	10,502.98	2,501.72
Less: Tax	2,644.49	661.09
Profit for the year	7,858.49	1,840.63

RESULTS OF OPERATIONS AND THE STATE OF LISTING OF SECURITIES

COMPANY''S AFFAIRS

During the yea r under review, your Compa ny achieved Tota l Revenue and Net Profit of H18,971.94 lakh and H7,858.49 lakh respectively as against Total Revenue and Net Profit of H4,196.18 lakh and H1,840.63 lakh respectively during the previous financial year ended March 31,2023.

RBI REGULATIONS

Your Company continues to comply with all the Regulations issued by the Reserve Bank of India to the extent as applicable to the Company.

DIVIDEND

Keeping in view the need to augment the resources of the company for future, your directors do not recommend the payment of dividend for the FY 2023-24.

The Equity shares of the Company are presently listed on BSE Limited. The Annual listing fees for the year 2024-25 has been paid to the BSE Limited.

ANNUAL RETURN

In accordance with the provisions of Section 134 (3)(a) of the Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the financial year 202324, is available on the Company''s website at https://www. sgfinserve.com/annual-return

MANAGEMENT''S DISCUSSION AND ANALSYS

No.

Particulars

No. of warrants allotted

No. of warrants converted into equity shares

Price of warrants (in D)

Fully Convertible Warrants

72,51,000

101

Fully Convertible Warrants

73,71,000

64,55,000

200

separate section, forming an integral part of this Annual Report. Certain statements in the report may be forwardlooking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

PUBLIC DEPOSITS

The Company has not invited or accepted any public deposit during the year under review.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the SEBI Listing Regulations, the Company had formulated a dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned. The policy is available on the website of the Company at https://www.sgfinserve.com/ investor

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company did not have any Subsidiary/Joint Venture/ Associate Companies during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company, being an NBFC registered with the RBI is exempt from complying with the provisions of Section-186 of the Act with respect to loans, guarantees and investments. Accordingly, the Company is exempt from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made or guarantee given or security provided.

PARTICULARS OF REMUNERATION

TRANSFER OF RESERVES

Under section 45-IC(1) of Reserve Bank of India (''RBI'') Act, 1934, non-banking financial companies (''NBFCs'') are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, SG Finserve Ltd. (the ''Company, or ''SGFL'') has transferred a sum of H1,987.10 lakhs to its reserve fund.

CHANGES IN SHARE CAPITAL AND MEMORANDUM OF ASSOCIATION

The Authorized share capital as on March 31, 2024 was H60,00,00,000.

The paid-up equity share capital as on March 31, 2024 was H54,97,90,000.

The Company has not issued shares with differential voting rights, sweat equity shares and bonus Shares.

The company has converted the following Fully Convertible Warrants into an equivalent number of equity shares.

of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary/Compliance Officer. The said information is available for inspection at the registered office of the Company during working days of the Company up to the date of the ensuing annual general meeting.

DIRECTORS AND KEY MANAGERIAL PERSONS

As on March 31, 2024, the Company had six Directors on its Board, all six were Non- Executive Directors. Out of six Nonexecutive Directors, four were Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder and pursuant to Articles of Association of the Company, Shri Rahul Gupta (DIN: 07151792) Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment for the consideration of the members of the Company at the ensuing AGM.

The Board also appointed Shri Dukhabandhu Rath (DIN: 08965826) as an Additional Independent Director for a

period of 3 years w.e.f. 25 January 2023 through resolution by circulation.

The Board also appointed Shri HSU Kamath (DIN: 02648119) as an Additional Independent Director for a period of 3 years w.e.f. 13 February 2023 through resolution by circulation.

The appointment of both the directors were subsequently regularized by the members through postal ballot dated April 23, 2023.

Shri Sachin Kumar resigned as Company Secretary & Compliance Officer w.e.f. April 3, 2023 for making a career move to another organisation.

Ms. Ritu Nagpal (M. No.:- A38318) was appointed as Compliance Officer on April 3, 2023 and as Company Secretary in the Board meeting held on May 11,2023, in his place.

CORPORATE GOVERNANCE REPORT

The Corporate Governance philosophy of the Company is driven by the interest of stakeholders and business needs of the organization. The Company continues to be compliant with the requirements of Corporate Governance as enshrined in Listing Regulations. In terms of Regulation 27 of Listing Regulations, the Corporate Governance Report along with certificate received from Secretarial Auditors of the Company certifying compliance with the conditions of Corporate Governance is annexed as Annexure "B" forming integral part of this Report.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

BOARD AND COMMITTEES'' MEETINGS

The Board meets at regular intervals to, inter-alia, discuss the Company''s policies and strategies apart from other Board matters. The Tentative annual Calendar of the Board and Committee Meetings is circulated to enable the Directors to plan their schedule and to ensure participation in the meetings. The notice for the Board/Committees Meetings is also given in advance to all the Directors.

DECLARATION BY INDEPENDENT DIRECTORS

amended. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

Further, in the opinion of the Board, the independent Directors of the Company possess the requisite expertise, skills and experience (including the proficiency) and are persons of high integrity and repute as well as are independent of the management.

CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company at https://www.sgfinserve.com/ policy

The Policies are reviewed periodically by the Board and updated on the basis of requirement in accordance with revision in compliance guidelines.

The Key Policies are as follows:

I. Nomination and Remuneration Policy

In accordance with the provisions of section 134 (3) (e) of the Companies Act, 2013 read with Section 178 (4) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has adopted the policy on appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter - alia includes the criteria for determining qualifications, positive attributes and independence of directors.

Your company has also adopted policy on remuneration of Directors, Key Managerial Personnel and Employees of the company in accordance with the provisions of sub section (4) of section 178. The Policy is available on the Company''s website https://www.sgfinserve.com/ policy

II. Risk Management Policy

Your company has a comprehensive Risk Management Policy in place and laid down a well-defined risk management framework to identify, assess and monitor risks and strengthen controls to mitigate risks. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Policy is available on the Company''s website https://www.sgfinserve.com/policy

III. Whistle Blower Policy - Vigil Mechanism

The company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its directors, employees and stakeholders associated with the company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed there under and the Listing Regulation is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company''s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. The Whistle Blower Policy has been appropriately communicated within the Company and is available on the Company''s website https://www.sgfinserve.com/policy .

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the provisions of Section 135, Schedule VII of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for development of project named "Vidyadhara" for the benefit of under privileged children towards their basic education and the same has been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors of the Company. The Corporate Social Responsibility (CSR)

policy of the Company provides a road map for its CSR activities.

During the year under review, the Company has made contribution of H8.16 Lakhs for the project "Vidyadhara" in compliance to the provisions of Companies Act, 2013 relating to Corporate Social Responsibility and has transferred H10.74 Lakhs to the unspent CSR account of the Company on 31.03.2024 pertaining to ongoing projects.

The Annual Report on CSR activities for the financial year 2023-24 containing salient features of CSR Policy and other relevant details is annexed herewith as Annexure ''C''. The CSR Policy has been uploaded on the Company''s website and may be accessed at the link: https://www.sgfinserve. com/csr-initiative.

AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND AUDITORS'' REPORT

The members of the Company in their last Annual General Meeting held on 26^th September, 2023 had appointed M/s AKGVG & Associates, Chartered Accountants (Firm Registration Number: 018598N) as the Statutory Auditors of the Company, to hold office from the conclusion of the 28^th Annual General Meeting until the conclusion of the 32^nd Annual General Meeting of the Company to be held in year 2027.

The Auditor''s Reports on the Financial Statements for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

The Notes to Accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

B. INTERNAL AUDITORS

In terms of section 144 of Companies Act, 2013, The Company had appointed M/s Ernst & Young LLP, Chartered Accountants as their Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

C. SECRETARIAL AUDIT REPORT

Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the provisions of sub - section (1) of Section 204, the Secretarial Audit Report for the financial year 2023-24 is appended to this report as Annexure "D". The same does not contain any adverse remark or disclaimer.

The Secretarial Auditor''s Report for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has duly complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/ OUTFLOW

As the company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to the Conversation of Energy and Technology absorption pursuant to section 134 (3)(m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 is not provided. The Company does not have any Foreign Exchange Earnings and outgo in the year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during FY2024 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. All related party transactions entered during FY2024 were on arm''s length basis and not material under the Act and SEBI Listing Regulations. Details of transactions with related parties during FY 2023-24 are provided in note no. 28 to the financial statements.

The policy on materiality of related party transactions and on dealing with related party transactions was amended in line with SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021. The policy is available on the website of the Company at https:// www.sgfinserve.com/policy and also forms a part of the Corporate Governance Report.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which were not on arm''s length basis or could be considered material in accordance with the policy of the company on materiality of related party transaction in view of the above, it is not required to provide the specific disclosure of related party transaction in form AOC-2 in terms of Section 134 of the Companies Act, 2013.

Your directors draw attention of the members to Note No. 28 to the Financial Statement which sets out related party disclosure.

DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON-EXECUTIVE INDEPENDENT DIRECTOR VIS-A-VIS THE COMPANY.

There are no pecuniary relationships or transactions of the non-executive independent director vis-a-vis the Company for the period ending March 31,2024.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal Financials Control with reference to financial statements, commensurate with the size, scale, and complexity of its operation to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly.

Reasonable Financial Controls are operative for all the business activities of the company and no material weakness in the design or operation of any control was observed.

ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company''s Operation in future.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013 with respect to Directors responsibility statement, the Directors of the company hereby confirm that:

i) In preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for that period.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Directors have prepared the annual accounts on a going concern basis.

v) The Directors have laid down internal financial controls that are adequate and were operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, encouraging employees to align individual performance with the Company''s objectives, and promoting increased participation by them in the growth of the Company.

During FY 2023-24, the Company added 5 lakh ESOPs and increased the pool of ESOPs from 5 lakhs to 10 Lakh (Moongipa Securities Limited Employee Stock Option Scheme, 2022, herein referred as ESOS 2022) and the scheme received in-principle approval from BSE on May 10, 2024. The said increase was in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021. The total number of equity shares to be allotted pursuant to the exercise of the stock incentives under the ESOS-2022 to the employees of the Company shall not exceed 10,00,000 equity shares. Further, a statement giving complete details under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2024 is available on the website of the Company at https://www.sgfinserve.com/ communication-to-shareholders . There is no material change in the said scheme during the year.

The Certificate from the Secretarial Auditors of the Company certifying that the ESOS 2022 is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF).

No amount was lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund (IEPF).

CASH FLOW STATEMENT

The cash flow Statement for year ended March 31, 2024 is in conformity with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges in India, is annexed herewith.

DETAILS OF FRAUD, IF ANY REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)

No fraud / misconduct was detected at the time Statutory Audit by Auditors of the Company for the financial year ended on March 31, 2024.

GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email address is available with Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in the electronic Report form.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment.

No complaint of sexual harassment was received during the financial year 2023-24.

OTHER DISCLOSURES AND REPORTING

Your Directors state that no disclosure or reporting is

required with respect to the following items as there were

no transactions on these items during the year under

review:

1. Change in the nature of business of the Company.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

5. Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and company''s operations in future.

6. Material changes affecting the financial position of the Company which have occurred between the end of

the financial year of the Company and the date of the Report.

7. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

8. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

ACKNOWLEDGEMENT

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI and other regulators, banks and financial institutions.

The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the employees of the Company and thanks them for yet another excellent year of performance.

For & On behalf of the Board of Directors

Sd/- Sd/-

Rahul Gupta RohanGupta

Place: New Delhi Director Director

Date: 28-05-2024 DIN: 07151792 DIN: 08598622

Mar 31, 2023

Dear Members, BOARD''S report

Your directors have pleasure in presenting the Twenty Ninth (29^th) Annual Report,
together with the Audited Financial Statement of the Company for the Financial
Year ended March 31,2023 ("FY 2023").

FINANCIAL PERFORMANCE

A Summary of the Company''s Financial Performance for the FY 2023 is as follows:

Particulars	March 31, 2023	March 31, 2022
Revenue from operation	4,144.88	31.58
Other Income	51.30	187.88
Total Revenue	4,196.18	219.46
Profit before Finance cost, Depreciation and Tax	3,346.73	112.88
Finance Cost	841.97	0.19
Depreciation	3.04	0.94
Profit before tax	2,501.72	111.76
Less: Tax	661.09	33.32
Profit for the year	1,840.63	78.44

RESULTS OF OPERATIONS AND THE STATE OF
COMPANY''S AFFAIRS

During the year under review, your Company achieved total
revenue and Net Profit of C 4196.18 Lakh and C 1840.63 Lakh
respectively as against total revenue and Net Profit of C 219.46
Lakh and C78.44 Lakh respectively during the previous financial
year ended March 31,2022.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business during the
year under review. The Company continues to undertake
NBFC activities.

RBI REGULATIONS

Your Company continues to comply with all the Regulations
issued by the Reserve Bank of India to the extent as applicable to
the Company.

DIVIDEND

Keeping in view the need to augment the resources of the
company for future, your directors do not recommend the
payment of dividend for the FY 2022-23.

LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE
Limited. The Annual listing fees for the FY 2023-24 have been paid
to the BSE Limited.

ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the
Companies Act, 2013, the Annual Return, as required under
Section 92 of the Act for the financial year 2022-23, is available on
the Company''s website at www.sgfinserve.com

MANAGEMENT''S DISCUSSION AND ANALSYS

Management discussion and analysis report for the year under
review, as stipulated under Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 is
presented in a separate section forming part of the Annual Report.

OVERVIEW OF INDIAN ECONOMY FY 2022-23

Industry Overview

The world seems to be recovering from the aftermath of the
challenges posed in the last few years. Overall despite the
challenges, India has emerged as a bright spot in terms of

Mar 31, 2015

To the Members,

The directors take pleasure in presenting the 21st Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS

The highlights of your company's financial results for the financial year under review are summarized below:

(Rs,in Lacs) (Rs,in Lacs) Year Ended Year Ended 31.03.2015 31.03.2014

Profit before Depreciation 35,74 28.08

Less: Depreciation 1.67 0.41

Profit before Tax 34.07 27.67

Provision for Taxation 10.89 2.77

Deferred Tax (0.45) (0.23

Profit after Tax 23.62 25.12

DIVIDEND

Since with a view to conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2015.

OPERATIONS & FUTURE PROSPECTS

The performance of your company for the year under review is satisfactory seeing the current market conditions. During the year 2014-15 the stock market witnessed sharp ups & heavy corrections & despite the instability of the bourses your company has been able to continue its profitability during the year. The changes in the volume of turnover & profitability may be attributable to the changing volumes & movements of indices.

MANAGEMENT'S DISCUSSION AND ANALSYS

The report on Management Discussion and Analysis as required under the Listing Agreement is enclosed to this report. Certain statements in that section may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Report is annexed herewith as Annexure-A

PUBLIC DEPOSITS

In terms of the provisions of Companies Act 2013 of the Act read with companies (Acceptance of deposit rules), 2014, your company has not accepted any deposits from public and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

LISTING OF SHARES

The Company has received confirmation for direct listing of equity shares of the company at Bombay Stock Exchange Limited effective from Wednesday July 8, 2015, it is also confirmed that it has paid the annual listing fees for the year 2015-16 to Bombay Stock Exchange.

It is to be noted that the shares of company are also listed on Delhi Stock Exchange (DSE), Jaipur Stock Exchange Ltd.(JSE) and Ahmadabad Stock Exchange Ltd (ASE). DSE and JSE have been deregistered by SEB|.

TRANSFER OF RESERVES

Your Company has not transferred any sum to the General reserves.

SHARE CAPITAL

Paid up Share Capital of Company is 5010200 equity shares of Rs. 10/- each. There is no change in the authorized issued, subscribed and paid up share capital of the Company during the period under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONS WHO ARE APPOINTED DURING THE YEAR.

BOARD OF DIRECTORS

Mrs. Pooja Jain (DIN: 00097037), Director of your company, retires by rotation and being eligible offers herself for reappointment.

Ms. Preeti Srivastava (DIN: 07035595) was appointed as an additional director of the Company on 28* March 2015, the Company has received a notice in writing from a member signifying her intention to propose the candidature of Ms. Preeti Srivastava for the office of director in terms of Section 160 and other applicable provisions of the Companies Act.2013. She is being appointed as director shall not liable to retire by rotation. Ms Preeti Srivastava is to be appointed as an Independent director for a term of 5 consecutive years i.e.,upto 27* March 2020 She is not holding any shares in the company.

Mrs. Pooja Jain (DIN: 00097037) is the spouse of Mr. Sanjay Jain (DIN: 00096938). Who is the Full time Director of the Company None of other directors are related to any other director on the Board.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies, Act, 2013, the Directors hereby confirm:

i) That in preparation of annual accounts for the financial year ended March 31st, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That they have selected such accounting policies described in- the notes to accounts which have been applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2014-2015 and statement of the Profit & Loss of the company for the period under report.

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) We have prepared the annual accounts on a going concern basis.

v) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 12 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors namely, Ms. Preeti Srivastava (DIN: 07035595) and Mr. Ajay Prakash Narain (DIN: 02655527) have given there declarations that they meet the criteria requirements under section 149(6) of the Companies Act,2013.

DETAILS OF POLICIES

I. Nomination and Remuneration Policy

The Board has, on the recommendation of the nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Company's Remuneration Policy is available on the Company's website www.moongipa.net and the same is attached herewith as Annexure-B.

II. Risk Management Policy

Business Risk evaluation and Management is an ongoing process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

At present the company has not identified any element of risk which may threaten the business (or) existence of the Company.

III. Whistle Blower Policy - Vigil Mechanism

Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanism for employees and directors of the Company to approach the Chairman of the Audit Committee to ensure adequate safeguards against victimization. This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization. The detail of establishment of the Vigil Mechanism Policy is available on the Company's website www.moongipa.net and the same is attached herewith as Annexure-C

IV. CORPORATE GOVERNANCE

Your Company's philosophy on Corporate Governance envisages the highest level of transparency, accountability and equity in all facets of its operations as well as in all interactions with its stakeholders including shareholders, Lenders and regulatory Authorities. Your Company has also implemented several best corporate governance, code of conduct and ethics. As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Company's Auditors confirming compliance is annexed with this report.

V. AUDITORS

a) Statutory Auditors:

In compliance with the Companies (Audit & Auditors) Rules, 2014. M/s Saxena & Saxena, Chartered Accountants (Firm Registration Number-006103N), the Statutory Auditors of the company pursuant to the requirement of Section 139 of the Companies Act, 2013 the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the FY. 2015-16 to authorized the Board of Directors to fix their remuneration.

b) Internal Auditors:

The Company has appointed M/s R. Mahajan & Associates (Firm Registration Number-0011348N), Chartered Accountants as its Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

c) Secretarial Auditors:

As per provisions of section 204 of the Companies Act, 2013 and rules made there under, The Company has appointed M/s S. Aggarwal & Associates, Practicing Company Secretaries (Membership Number-FCS6158 & C.P. No.-8989) as Secretarial Auditors of the Company.

The Secretarial audit report received in form MR-3 from the Secretarial Auditors is annexed to this report marked as Annexure D and forming part of this report.

VI. AUDITORS REPORT

The company has only few employees jlnd the provision for gratuity has been made on the estimated basis but not on actuarial valuation as required by AS-15 on employee benefits.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory & therefore do not call for any further comments.

VII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/ OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec. 134(3)(m) of the Companies Act, 2013 is not applicable, as the company is a Non-Manufacturing Company. During the year under review there has been no foreign exchange Income/Out flow.

VIII. RELATED PARTY TRANSACTIONS

Details of related party transaction during the financial year ending 31-03-2015, being alarm's length have been reported in the financial statements and forming part of this report.

IX. MANAGERIAL REMUNERATION

The details of employees/managerial persons remuneration as required to be given U/s 197 of the Companies Act, 2013 read along with Rule 5(2) of the Companies (Appointment and remuneration of Managerial personnel). Rule 2014 as applicable is attached herewith as Annexure-E.

X. DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSAC- TIONS OF THE NON EXECUTIVE INDEPENDENT DIRECTOR VIS-A-VIS THE COMPANY.

There is no pecuniary relationships or transactions of the non executive independent director vis-a-vis the company for the period ending 31.03.2015.

XI. BOARD'S EVALUATION

Pursuant to the provisions of Section 134 (3) (c) the Companies Act,2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

While independent directors in their separate meeting have carried out to assess the performance of Chairman and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board.

The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board of Directors and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.

XII. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate Internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly.

The Internal Audit/Control is exercised through an external auditor namely, M/s Saxena & Saxena Chartered Accountants, New Delhi. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal audit /control system.

XIII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No orders have begin passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

XIV. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - F

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint on sexual harassment during the financial period ended 31.03.2015

XV. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration & other details as required U/S 197 read with relevant rule of the Companies (appointment & remuneration of managerial personnal) rule 2014. There is no employee under this category.

ACKNOWLEDGEMENT

Your directors wish to convey their appreciation to all employees for their individual and collective contribution towards satisfactory performance of the company. Their dedication & contribution has been Instrumental in the success of the company in achieving the organizational goals. The Directors would also like to thank the Shareholders, Bankers, Stock Exchanges, Valued Clients, and Government Agencies for their co-operation & confidence reposed in the management.

For & On behalf of the Board

Sanjay Jain

Chairman

Place: New Delhi

Date: 30th May 2015

Mar 31, 2014

Dear Members,

The directors take pleasure in presenting the 20th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31" March 2014

FINANCIAL HIGHLIGHTS

The highlights of your company's financial results for the financial year under review are summarized below

(Rs. in Lacs) (Rs. in Lacs) Year Ended Year Ended 31.03.2014 31.03.2013

Profit before Depreciation 28.08 1,72

Less: Depreciation 0.41 0.18

Profit before Tax 27 67 1.54

Provision for Taxation 2.77 0 85

Deferred Tax (0 23) 0.27

Profit after Tax 25 13 0.42

DIVIDEND

To conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2014

OPERATIONS & FUTURE PROSPECTS

The performance of your company for the year under review is satisfactory seeing the current market conditions During the year 2013-14 the stock market witnessed sharp ups S heavy corrections & despite the instability of the bourses your company has been able to continue its profitability during the year The changes in the volume of turnover & profitability may be attributable to the changing volumes & movements of indices.

MANAGEMENT'S DISCUSSION AND ANALSYS

The report on Management Discussion and Analysis as required under the Listing Agreement is enclosed to this report. Certain statements in that section may be forward-looking Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook

PUBLIC DEPOSITS

In terms of the provisions of Section 58A of the Act read with companies (Acceptance of deposit rules), 1975. your company has not accepted any deposits from public and as such no amount of principal or interest was outstanding on the date of the Balance Sheet

LISTING OF SHARES

The equity shares of the Company are listed on Delhi Stock Exchange (DSE). Jaipur Stock Exchange Ltd.(JSE) and Ahemdabad Slock Exchange Ltd (ASE), to enhance liquidity the Company is making application to list on the Bombay Stock Exchange Ltd(BSE)

TRANSFER OF RESERVES

Your Company has not transferred any sum to the General reserves

DIRECTOR

Mr Sanjay Jain (DIN 00096938), Director of your company retires by rotation and being eligible offers himself for reappointment

DIRECTOR S RESPONSIBILITY STATEMENT

According to the best of their knowledge & belief and of the information and documents collected by them, your Directors report that:

(i) That in preparation of annual accounts for the financial year, the applicable accounting standards have been followed along with propet explanation relating to material departures.

(ii) That they have selected such accounting policies described in the notes to accounts which have been applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2013-2014 and of the Profit & Loss of the company for the period under report,

(in) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) We have prepared the annual accounts on a going concern basis

CORPORATE GOVERNANCE

Your Company's philosophy on Corporate Governance envisages the highest level of transparency, accountability and equity in aft facets of its operations as well as in all interactions with Its stakeholders including shareholders, Lenders and regulatory Authorities. Your Company has also implemented several best corporate governance, code of conduct and ethics As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

AUDITORS

(a) Statutory Auditors:

In compliance with the Companies (Audit & Auditors) Rules, 2014 M/s Saxena & Saxena Chartered Accountants (Firm Registration Number-006103N) the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term till the conclusion of fourth Annual General Meeting, with this AGM being counted as the first AGM to authorize the Board of Directors to fix their remuneration

(b) Internal Auditors:

The Company has appointed M/s R. Mahajan & Associates (Firm Registration Number-0011348N), Chartered Accountants as its Internal Auditors to carry out the Internal Audit of various operational areas of the Company

(c) Secretarial Auditors:

As per provisions of section 204 of the Companies Act. 2013 and rules made thereunder the Company is required to appoint Secretarial Auditor to carry out secretarial audit of the Company The Company has appointed M/s S Aggarwal & Associates Practicing Company Secretaries (Membership Number-FCS6158 & C.P No.-8989) as Secretarial Auditors of the Company for the Financial Year 2014-15.

AUDITORS REPORT

The company has only few employees and the provision for gratuity has been made on the estimated basis but not on actuarial valuation as required by AS-15 on employee benefits.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory & therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE INCOME/ OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec 217 (1)(e) Of the Companies Act. 1956 is not applicable as the company is a Non-Manufacturing Company During the year under review there has been no foreign exchange Income/ Out flow.

PARTICULARS OF EMPLOYEES

As required by Section 217(2A) of the Companies Act 1956 read with the companies (Particulars of employees) Rules, 1975 There is no employee in the aforesaid category

ACKNOWLEDGEMENT

Your directors wish to convey their appreciation to all employees for their individual and collective contribution towards satisfactory performance of the company. Their dedication & contribution has been Instrumental in the success of the company in achieving The organizational goals The Directors would also like to thank the Shareholders, Bankers. Stock Exchanges, Valued Clients, and Government Agencies for their co-operation & confidence reposed in the management

For & On behalf of the Board

Sanjay Jain Chairman

Place New Delhi Date 29th May 2014

Mar 31, 2013

Dear Members,

The directors have the pleasure in presenting the 19th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below:

(Rs in Lacs) (Rs. in Lacs) Year Ended Year Ended 31,03.2013 31.03.2012

Profit before Depreciation 1.72 15.23

Less: Depreciation 0.18 0.38

Profit before Tax 1.54 14.85

Provision for Taxation 0.85 1.03

Deferred Tax 0.27 0.28

Profit before Tax 0.42 13.54

DIVIDEND

To conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2013.

OPERATIONS & FUTURE PROSPECTS

The performance of your company for the year under review is satisfactory seeing the current market conditions. During the year 2012-13 the stock market witnessed sharp ups & heavy corrections & despite the instability of the bourses your company has been able to continue its profitability during the year. The changes in the volume of turnover & profitability may be attributable to the changing volumes & movements of indices.

PUBLIC DEPOSITS

In terms of the provisions of Section 58A of the Act read with companies (Acceptance of deposit rules), 1975, your company has not accepted any deposits from public and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTOR

Mr. Ajay Prakash Narain, Director of your company, retires by rotation and being eligible offers himself for reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

According to the best of their knowledge & belief and of the information and documents collected by them, your Directors report that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2012-2013 and of the Profit & Loss of the company for the period under report.

(iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) We have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

AUDITORS

M/s Saxena & Saxena, Chartered Accountants, the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term. Necessary certificates pursuant to Section 224(1 )(S) of the of the Companies Act 1956 have been obtained from the Auditors and that they are not disqualified for re-appointment within the meaning of Section 226 of the Act.

AUDITORS REPORT

The company has only few employees and the provision for gratuity has been made on the estimated basis but not on actuarial valuation as required by AS-15 on employee benefits.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory & therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/ OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec. 217 (1)(e) Of the Companies Act, 1956 is not applicable, as the company is a Non-Manufacturing Company. During the year under review there has been no foreign exchange Income/Out flow.

PARTICULARS OF EMPLOYEES

As required by Section 217(2A) of the Companies Act 1956 read with the companies (Particulars of employees) Rules, 1975. There is no employee in the aforesaid category.

ACKNOWLEDGEMENT

Your directors wish to convey their appreciation to all employees for their individual and collective contribution towards satisfactory performance of the company. Their dedication & contribution has been Instrumental in the success of the company In achieving the organizational goals. The Directors would also like to thank the Shareholders, Bankers, Stock Exchanges, Valued Clients, and Government Agencies for their co-operation & confidence reposed in the management.

For & On behalf of the Board of Directors

Chairman

Place: New Delhi Date: 30th May 2013

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Directors Report of SG Finserve Ltd.

FINANCIAL PERFORMANCE

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''SAFFAIRS

RBI REGULATIONS- CHANGE IN CLASSIFICATION ANDREGULATORY STRUCTURE OF THE COMPANY

DIVIDEND

LISTING OF SECURITIESa) Non-convertible Debentures (NCDs): -

b) Listing of Equity Shares on National Stock Exchange (NSE)

ANNUAL RETURN

MANAGEMENT''S DISCUSSION AND ANALSYS

PUBLIC DEPOSITS

TRANSFER OF RESERVE FUND

CHANGES IN SHARE CAPITAL AND MEMORANDUM OFASSOCIATION

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATECOMPANIES

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

CUSTOMER ENGAGEMENT

FRAUD MONITORING AND REPORTING

PARTICULARS OF REMUNERATION

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) &SENIOR MANAGERIAL PERSONNEL (SMP)

DIRECTORS LIABLE TO RETIRE BY ROTATION

CHANGE IN DIRECTORATE DURING FY 2024-25

1. Cessation of Directors

2. Appointment of Directors

3. Change in Key Managerial Personnel (KMP)

4. Appointment of Senior Managerial Personnel

CORPORATE GOVERNANCE REPORT

CODE FOR PREVENTION OF INSIDER TRADING

MATERIAL CHANGES AND COMMITMENTS

BOARD AND COMMITTEES'' MEETINGS

DECLARATION BY INDEPENDENT DIRECTORS

CORPORATE POLICIES

THE KEY POLICIES ARE AS FOLLOWS:

II. Risk Management Policy

III. Whistle Blower Policy - Vigil Mechanism

IV. Corporate Social Responsibility (CSR) Policy

AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND AUDITORS'' REPORT

B. INTERNAL AUDITORS

C. SECRETARIAL AUDITORS

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

COMPLIANCE WITH CODE OF CONDUCT

BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORTING (BRSR)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE INCOME/ OUTFLOW

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITHRELATED PARTIES

ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

DIRECTOR''S RESPONSIBILITY STATEMENT

EMPLOYEE STOCK OPTION SCHEME (ESOS)

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

CASH FLOW STATEMENT

DETAILS OF FRAUD, IF ANY REPORTED BY AUDITORS (OTHERTHAN REPORTABLE TO CENTRAL GOVERNMENT)

MATERNITY BENEFIT ACT, 1961

RBI GUIDELINES

OTHER DISCLOSURES AND REPORTING

GREEN INITIATIVE

ACKNOWLEDGEMENT

For & On behalf of the Board of Directors

PUBLIC DEPOSITS

DIVIDEND DISTRIBUTION POLICY

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

PARTICULARS OF REMUNERATION

TRANSFER OF RESERVES

CHANGES IN SHARE CAPITAL AND MEMORANDUM OF ASSOCIATION

DIRECTORS AND KEY MANAGERIAL PERSONS

CORPORATE GOVERNANCE REPORT

MATERIAL CHANGES AND COMMITMENTS

BOARD AND COMMITTEES'' MEETINGS

DECLARATION BY INDEPENDENT DIRECTORS

CORPORATE POLICIES

The Key Policies are as follows:

II. Risk Management Policy

III. Whistle Blower Policy - Vigil Mechanism

CORPORATE SOCIAL RESPONSIBILITY (CSR)

AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND AUDITORS'' REPORT

B. INTERNAL AUDITORS

C. SECRETARIAL AUDIT REPORT

COMPLIANCE WITH SECRETARIAL STANDARDS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/ OUTFLOW

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S
AFFAIRS

RBI REGULATIONS- CHANGE IN CLASSIFICATION AND
REGULATORY STRUCTURE OF THE COMPANY

LISTING OF SECURITIES
a) Non-convertible Debentures (NCDs): -

CHANGES IN SHARE CAPITAL AND MEMORANDUM OF
ASSOCIATION

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) &
SENIOR MANAGERIAL PERSONNEL (SMP)

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING (BRSR)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE INCOME/ OUTFLOW

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH
RELATED PARTIES

DETAILS OF FRAUD, IF ANY REPORTED BY AUDITORS (OTHER
THAN REPORTABLE TO CENTRAL GOVERNMENT)